SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HENRY DANIEL R (Last) (First) (Middle) 701 BRAZOS STREET, SUITE 1300 (Street) AUSTIN TX 78701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2010	3. Issuer Name and Ticker or Trading Symbol NetSpend Holdings, Inc. [ NTSP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	98,128	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	03/10/2018	Common Stock	1,417,293	$3.53	D
Employee Stock Option (right to buy)	(2)(3)	03/10/2018	Common Stock	3,043,231	$3.53	D

Explanation of Responses:

1. Vested as to one third on February 5, 2010 and will vest as to one third upon consummation of the initial public offering of NetSpend Holdings, Inc. (the "Company") The remaining one third will vest on February 5, 2011.

2. These options are earned on the basis of two conditions: a performance-based vesting condition and, to the extent the performance-based condition is met, a time-based vesting condition in which one fourth vests on each of February 5, 2009, 2010, 2011 and 2012, subject to continued employment through the applicable vesting date. The performance-based vesting condition is achieved in 10% increments upon the consummation of a change in control where the Company's equity is valued at (A) $837 million, (B) $976 million, (C) $1.116 billion, (D) $1.255 billion, (E) $1.395 billion, (F) $1.534 billion, (G) $1.674 billion or (H) $1.813 billion, with the final 20% (and thus 100% in the aggregate) of the performance-based vesting condition being achieved if the Company's equity is valued at $2.441 billion in connection with a change in control.

3. In the event a change in control has not occurred on or prior to February 5, 2014, the option will become 20% vested on February 5, 2014 subject to continued employment through such date.

Remarks:

	/s/ Daniel R. Henry	10/18/2010
	** Signature of Reporting Person	Date
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